As a company, our core values include behaving with integrity towards our employees, customers, suppliers and investors. We will always strive to do what’s right and behave responsibly, in line with this Code of Conduct and all applicable laws and regulations in the jurisdictions we operate in. We expect our suppliers to do the same.

Zero-tolerance to Anti-Bribery and Corruption

We have a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings. We will only grant benefits to the extent permitted by law. 

We want to ensure that the people who work toward delivering ScreenCloud’s services to our customers are treated fairly, which means:

Respecting the UN’s International Labor Organisations labour standards

Being opposed to all forms of child and forced labour

Providing a safe working environment for our employees

Strongly opposing any discrimination on the basis of race, religion, gender, sexual orientation, disability or age

We comply with relevant legal obligations to protect our environment. 

Keeping Confidential Information confidential 

We take Data Protection seriously. We comply with relevant data protection legislation and have robust security measures in place to safeguard your data. 

We are committed to fair competition and do not subscribe to restrictive practices with any customers, suppliers or partners. 

<p>This Data Processing Addendum (DPA) sets out the terms that apply when Your Personal Data is processed by ScreenCloud under the <a href="./terms">Terms of Service</a> (the “Agreement”). Capitalised terms not defined in this DPA can be found in the Agreement. The DPAs purpose is to ensure such processing is conducted in accordance with Data Protection Laws and respects Your rights where Your Personal Data is processed under the Agreement. A list of ScreenCloud’s Subprocessors can be found at the end of this DPA. </p>

1.1 The Parties accept and agree that the Services shall include processing of Personal Data. In respect of Customer Personal Data processed by ScreenCloud on Your behalf as part of the Services, the Parties acknowledge that ScreenCloud shall act as Processor and You shall act as Controller of such Personal Data.

2.1 You shall comply (and shall require that Your personnel comply) with the Data Protection Laws. You warrant and represent that You have an appropriate registration or notification with all and any relevant data protection authorities.

2.2 You shall obtain all consents and licences required to allow ScreenCloud to process Personal Data in accordance with this Agreement.  

3.1 ScreenCloud shall comply (and shall require that its personnel comply) with the Data Protection Laws.

3.2 ScreenCloud, as Processor of Personal Data under this Agreement on Your behalf, shall in relation to the Personal Data provided by You:

act only on Your instructions as set out in this Agreement or as documented elsewhere in writing; 

process such Personal Data only to the extent, and in such manner, as is necessary for the purposes of this Agreement;

ensure that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of such Personal Data and against accidental loss, destruction or alteration  to, such Personal Data, taking into account the nature of the Personal Data;  

operate appropriate security procedures, processes and systems to ensure that unauthorised persons do not have access to any equipment used to process such Personal Data or to the Personal Data itself; 

use reasonable endeavours to ensure the reliability of its staff with access to such Personal Data and ensure that all such staff are under obligations of confidentiality in relation to such Personal Data;

provide You with reasonable assistance for You to meet a request or complaint made by a Data Subject in respect of such Personal Data in order to meet the requirements of the DPA 2018 in respect of Data Subject rights;

notify You of a personal data breach of which it is aware without undue delay and shall provide You with reasonable assistance in responding to a personal data breach;

notify You if, in its opinion, an instruction given by You breaches the Data Protection Laws; and

on termination of this Agreement or the end of the carrying out of data processing, delete or return all such Personal Data to You and delete existing copies unless required to retain a copy to meet its legal or regulatory obligations.

3.3 ScreenCloud shall, if requested, provide You with information necessary to demonstrate Your compliance with obligations under Data Protection Laws and this Data Processing Addendum. ScreenCloud shall allow for audits at Your reasonable request, provided that audits are limited to once a year and during business hours, except in the event of a security incident.

4.1 You consent to ScreenCloud using the sub-processors set out in the ScreenCloud Sub-processors table when processing Personal Data under this Agreement.

4.2 ScreenCloud shall ensure that any sub-processor it engages in relation to this Agreement is engaged on a written agreement giving commitments in relation to the processing of such Personal Data no less onerous than those set out in this Agreement. ScreenCloud shall remain liable to You for the acts of any such sub-processor in relation to such Personal Data.

4.3 ScreenCloud may appoint new sub-processors provided that it notifies You in advance via email and/or other announcement on the Platform and an updated ScreenCloud Sub-processors table. 

4.4 You have thirty (30) days from the notification of the addition of a sub-processor to reasonably object. Continued use of the Services after this time will be taken as You having agreed to the addition. 

5.1 ScreenCloud shall only transfer any Personal Data provided by You outside the UK, the EEA or a country with an adequacy agreement, with Your prior authorisation and where a suitable transfer mechanism is in place in accordance with Data Protection Laws.

<table>
<tr>
<th>
<b>Entity Name</b>
</th>
<th>
<b>Subprocessing Activity</b>
</th>
<th>
<b>Entity location</b>
</th>
</tr>
<tr>
<th>Amazon Web Services</th>
<th>Cloud Service Provider</th>
<th>United States, EU</th>
</tr>
<tr>
<th>Auth0</th>
<th>Authentication Services</th>
<th>United States, EU</th>
</tr>
<tr>
<th>Chargebee</th>
<th>Payment Processor</th>
<th>United States, EU</th>
</tr>
<tr>
<th>Filestack</th>
<th>File Handling Services</th>
<th>United States</th>
</tr>
<tr>
<th>Google Cloud Platform</th>
<th>Cloud Database Services</th>
<th>United States, EU</th>
</tr>
<tr>
<th>*Microsoft Azure</th>
<th>Cloud Service Provider</th>
<th>United States, EU</th>
</tr>
<tr>
<th>Paypal</th>
<th>Payment Processor</th>
<th>United States EU</th>
</tr>
<tr>
<th>*Salesforce Service Cloud</th>
<th>Customer Semirrvice Platform</th>
<th>United States, EU</th>
</tr>
<tr>
<th>Stripe</th>
<th>Payment Processor</th>
<th>United States, EU</th>
</tr>
</table>

ScreenCloud's Free trial terms and conditions.

By signing up for the Free Trial, you agree to ScreenCloud’s Terms and Conditions, Privacy Policy and the following Free Trial Terms:

The Trial shall last for a period of 14 days following activation

At the end of the 14 days:
a. you will lose access to your ScreenCloud account, and
b. any data you provide will be deleted unless you upgrade to a paid-for subscription.

ScreenCloud reserves the right to amend or discontinue the Trial or make modifications to its Services at any time.

This “Privacy Policy” describes the privacy practices of ScreenCloud Limited, our subsidiaries and affiliates, including ScreenCloud Inc. (collectively, “ScreenCloud”, “we”, “us”, or “our”) in connection with the screencloud.com website, the ScreenCloud content management system including digital signage software and associated applications, and any other website or mobile application that we own or control and which posts or links to this Privacy Policy (collectively, the “Service”), and the rights and choices available to individuals with respect to their information. ScreenCloud may provide additional or supplemental privacy policies to individuals for specific products or services that we offer at the time we collect personal information. These supplemental privacy policies will govern how we may process the information in the context of the specific product or service.

Other sites, mobile applications and services

What types of cookies and similar tracking technologies does ScreenCloud use on the Sites?

Information you provide to us. Personal information you provide to us through the Service or otherwise includes:

Business and personal contact information, such as your first and last name, email and mailing addresses, phone number, professional title and company name.

Content you choose to upload to the Service, such as text, images, audio, and video, along with the metadata associated with the files you upload.

Profile information, such as your username and password that you may set to establish an online account with us.

Registration information, such as information that may be related to a service, an account or an event you register for.

Feedback or correspondence, such as the information you provide when you contact us with questions, feedback, or otherwise correspond with us online.

Demographic Information, such as your city, state, country of residence, postal code, and age.

Transaction information, such as information about payments to and from you and other details of products or services you have purchased from us.

Usage information, such as information about how you use the Service and interact with us, including information associated with any content you upload to the websites or otherwise submit to us, and information you provide when you use any interactive features of the Service.

Marketing information, such as your preferences for receiving communications about our activities, events, and publications, and details about how you engage with our communications

Other information that we may collect which is not specifically listed here, but which we will use in accordance with this Privacy Policy or as otherwise disclosed at the time of collection.

Information we obtain from social media platforms. We may maintain pages for ScreenCloud on social media platforms, such as Facebook, LinkedIn, Twitter, Google, YouTube, Instagram, and other third party platforms. When you visit or interact with our pages on those platforms, the platform provider’s privacy policy will apply to your interactions and their collection, use and processing of your personal information. You or the platforms may provide us with information through the platform, and we will treat such information in accordance with this Privacy Policy.

If you choose to login to the Service via a third-party platform, or otherwise connect your account on the third-party platform or network to your account through the Service, we may collect information from that platform or network. For example, this information may include your email address, user ID, profile picture, cover photo, and networks to which you belong (e.g., school, workplace). We use Auth0 for our authorisation and authentication needs, their privacy and cookie policy can be reviewed for further information on data collected (https://auth0.com/privacy/). For additional information you can read more about your privacy choices in the “Third party platforms or social media networks” portion of the “Your Choices” section.

Information we obtain from other third parties. We may receive personal information about you from third-party sources. For example, a business partner may share your contact information with us if you have expressed interest in learning specifically about our products or services, or the types of products or services we offer. We may obtain your personal information from other third parties, such as marketing partners, publicly-available sources and data providers.

Cookies and Other Information Collected by Automated Means

We, our service providers, and our business partners may automatically log information about you, your computer or mobile device, and activity occurring on or through the Service. The information that may be collected automatically includes your computer or mobile device operating system type and version number, manufacturer and model, device identifier (such as the Google Advertising ID or Apple ID for Advertising), browser type, screen resolution, IP address, the website you visited before browsing to our website, general location information such as city, state or geographic area; and information about your use of and actions on the Service, such as pages or screens you viewed, how long you spent on a page or screen, navigation paths between pages or screens, information about your activity on a page or screen, access times, and length of access. Our service providers and business partners may collect this type of information over time and across third-party websites and mobile applications.

On our webpages, this information is collected using cookies, browser web storage (also known as locally stored objects, or “LSOs”), web beacons, and similar technologies, and our emails may also contain web beacons. In our applications, we may collect this information directly or through our use of third-party software development kits (“SDKs”). SDKs may enable third parties to collect information directly from our applications.

See our Cookie Policy for more information.

Users of the Service may have the opportunity to refer friends or other contacts to us. If you are an existing user, you may only submit a referral if you have permission to provide the referral’s contact information to us so that we may contact them.

We use your personal information for the following purposes and as otherwise described in this Privacy Policy or at the time of collection:

To operate the Service. We use your personal information to:

provide information about our products and services

establish and maintain your user profile on the Service

facilitate your to login to the Service via third-party identity and access management providers

enable security features of the Service, such as by sending you security codes via email or SMS, and remembering devices from which you have previously logged in

communicate with you about the Service, including by sending you announcements, updates, security alerts, and support and administrative messages

communicate with you about events and contests in which you participate

understand your needs and interests, and personalize your experience with the Service and our communications

provide support and maintenance for the Service

respond to your requests, questions and feedback

For research and development. We analyze use of the Service to improve the Service and to develop new products and services, including by studying user demographics and use of the Service.

To send you marketing and promotional communications. We may send you ScreenCloud-related marketing communications as permitted by law. You will have the ability to opt-out of our marketing and promotional communications as described in the Opt out of marketing section below.

To comply with law. We use your personal information as we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.

For compliance, fraud prevention, and safety. We may use your personal information and disclose it to law enforcement, government authorities, and private parties as we believe necessary or appropriate to: (a) protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims); (b) enforce the terms and conditions that govern the Service; and (c) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity.

With your consent. In some cases we may specifically ask for your consent to collect, use or share your personal information, such as when required by law.

To create anonymous, aggregated or de-identified data. We may create anonymous, aggregated or de-identified data from your personal information and other individuals whose personal information we collect. We make personal information into anonymous, aggregated or de-identified data by removing information that makes the data personally identifiable to you. We may use this anonymous, aggregated or de-identified data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business.

We do not share your personal information with third parties without your consent, except in the following circumstances or as described in this Privacy Policy:

Affiliates. We may share your personal information with our corporate parent, subsidiaries, and affiliates, for purposes consistent with this Privacy Policy.

Service providers. We may share your personal information with third party companies and individuals that provide services on our behalf or help us operate the Service (such as customer support, hosting, analytics, email delivery, marketing, payment processing and database management services). These third parties may use your personal information only as directed or authorized by us and in a manner consistent with this Privacy Policy, and are prohibited from using or disclosing your information for any other purpose.

Third-party platforms and social media networks. If you have enabled features or functionality that connect the Service to a third-party platform or social media network (such as by logging in to the Service using your account with the third-party, providing your API key or similar access token for the Service to a third-party, or otherwise linking your account with the Service to a third-party’s services), we may disclose the personal information that you authorized us to share. We do not control the third party’s use of your personal information.

Other Users of the Service and the Public. We may provide functionality that enables you to disclose personal information to other users of the Service or the public. You may also be able to submit content to the Service (such as comments, reviews, surveys, blogs, photos, and videos which you may display using our digital signage software). We may make available settings through the Account management page that enables you to exercise choice regarding certain information that is displayed publicly or to other users. We do not control how other users or third parties use any personal information that you make available to other users or the public.

Professional advisors. We may disclose your personal information to professional advisors, such as lawyers, bankers, auditors and insurers, where necessary in the course of the professional services that they render to us.

For compliance, fraud prevention and safety. We may share your personal information for the compliance, fraud prevention and safety purposes described above.

Business transfers.  We may sell, transfer or otherwise share some or all of our business or assets, including your personal information, in connection with a business transaction (or potential business transaction) such as a corporate divestiture, merger, consolidation, acquisition, reorganization or sale of assets, or in the event of bankruptcy or dissolution.

In this section, we describe the rights and choices available to all users. Users who are located within Europe and other users whose personal data is processed in the context of our operations in Europe can find additional information about their rights below.

Access or Update Your Information. If you have registered for an account with us, you may review and update certain personal information in your account profile by logging into the account.

Opt out of marketing communications. You may opt out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email. You may continue to receive service-related and other non-marketing emails.

Cookies & Browser Web Storage. We may allow service providers and other third parties to use cookies and similar technologies to track your browsing activity over time and across the Service and third party websites. For more details, see our Cookie Policy.

Targeted online advertising. Some of the business partners that collect information about users’ activities on or through the Service may be members of organizations or programs that provide choices to individuals regarding the use of their browsing behavior or mobile application usage for purposes of targeted advertising.

Users may opt out of receiving targeted advertising on websites through members of the Network Advertising Initiative by clicking here or the Digital Advertising Alliance by clicking here. European users may opt out of receiving targeted advertising on websites through members of the European Interactive Digital Advertising Alliance by clicking here, selecting the user’s country, and then clicking “Choices” (or similarly titled link). Users of our mobile applications may opt out of receiving targeted advertising in mobile apps through participating members of the Digital Advertising Alliance by installing the AppChoices mobile app, available here, and selecting the user’s choices. Please note that we also may work with companies that offer their own opt-out mechanisms and may not participate in the opt-out mechanisms that we linked above.

In addition, your mobile device settings may provide functionality to limit our, or our partners’, ability to engage in ad tracking or targeted advertising using the Google Advertising ID or Apple ID for Advertising associated with your mobile device.

If you choose to opt-out of targeted advertisements, you will still see advertisements online but they may not be relevant to you. Even if you do choose to opt out, not all companies that serve online behavioral advertising are included in this list, so you may still receive some cookies and tailored advertisements from companies that are not listed.

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” or similar signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Choosing not to share your personal information. Where we are required by law to collect your personal information, or where we need your personal information in order to provide the Service to you, if you do not provide this information when requested (or you later ask to delete it), we may not be able to provide you with our services. We will tell you what information you must provide to receive the Service by designating it as required at the time of collection or through other appropriate means.

Third-party platforms or social media networks. If you choose to connect to the Service via a third-party platform, you may have the ability to limit the information that we may obtain from the third-party at the time you login to the Service using the third-party’s authentication service or otherwise connect your account. Subsequently, you may be able to control your settings through the third-party’s platform or service. For example, you may access and change your settings through the Google permissions page for Apps and Websites. If you withdraw our ability to access certain information from a third-party platform or social media network, that choice will not apply to information that we have already received from that third-party.

The Service may contain links to other websites, mobile applications, and other online services operated by third parties. These links are not an endorsement of, or representation that we are affiliated with, any third party. In addition, our content may be included on web pages or in mobile applications or online services that are not associated with us. We do not control third party websites, mobile applications or online services, and we are not responsible for their actions. Other websites and services follow different rules regarding the collection, use and sharing of your personal information. We encourage you to read the privacy policies of the other websites and mobile applications and online services you use.

The security of your personal information is important to us. We employ a number of organizational, technical and physical safeguards designed to protect the personal information we collect. However, security risk is inherent in all internet and information technologies and we cannot guarantee the security of your personal information.

We are headquartered in the United Kingdom and have service providers in other countries, and your personal information may be transferred to the United Kingdom, EU or other locations outside of your state, province, or country where privacy laws may not be as protective as those in your state, province, or country.

Users based in Europe should read the important information provided below about transfer of personal information outside of Europe.

The Service is not directed to, and we do not knowingly collect personal information from, anyone under the age of 16. If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us. We will delete such information from our files as soon as reasonably practicable. We encourage parents with concerns to contact us.

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service. We may, and if required by law will, also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail (if you have an account where we have your contact information) or another manner through the Service.

Any modifications to this Privacy Policy will be effective upon our posting the new terms and/or upon implementation of the new changes on the Service (or as otherwise indicated at the time of posting). In all cases, your continued use of the Service after the posting of any modified Privacy Policy indicates your acceptance of the terms of the modified Privacy Policy.

Please direct any questions or comments about this Policy or privacy practices to support@screencloud.com. You may also contact us via the channels provided on our website contact page: https://screencloud.com/contact.

Under California Civil Code section 1798.83, California residents are entitled to ask us for a notice identifying the categories of personal customer information which we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to us at 3rd Floor, 28 Brunswick Place, London, N1 6DZ, UK, or via email at support@screencloud.com. You must put the statement "Your California Privacy Rights" in your request and include your name, street address, city, state, and ZIP code. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.

The information provided in this section applies to individuals in Europe and to any other individuals whose personal data is processed in the context of our operations in Europe. Please note that where we refer to “Europe”, we include the member states of the European Union and European Economic Area from time to time, and the United Kingdom.

Personal information. References to “personal information” in this Privacy Policy are equivalent to “personal data” governed by European data protection legislation.

<p>This Service Level Agreement (SLA) sets out ScreenCloud’s commitment to You in respect of the availability of the ScreenCloud Services, as governed by the <a href="./terms">Terms of Service</a>.</p>

1.1 Support Services are available twenty-four (24) hours a day, Monday through Friday. 

1.2 ScreenCloud commits to a 99.99% uptime in a calendar month. ScreenCloud measures Service Availability by calculating the difference between the number of minutes in a calendar month and the number of minutes of unplanned downtime and expressing that figure as a percentage.

1.3 Unplanned downtime describes an issue with the Services which prevents You from logging in or accessing the Services. ScreenCloud calculates unplanned downtime using its systems and logs.

1.4 Unplanned downtime does not include downtime caused by You using the Services in a manner inconsistent with the Documentation, an issue that results from Your, or a third party’s, equipment, software or services or by other factors outside ScreenCloud’s reasonable control including a force majeure event or a distributed denial-of-service attack.

2.1 ScreenCloud reserves the right to undertake scheduled maintenance during non-core business hours. Scheduled maintenance will not count towards the calculation of a Service Credit. ScreenCloud will communicate scheduled maintenance to You with a minimum of two (2) Business Days’ notice in advance of the scheduled maintenance date.

2.2 In exceptional circumstances ScreenCloud may be required to undertake unscheduled maintenance. Unscheduled maintenance will count towards the calculation of a service credit.

2.3 ScreenCloud will provide notice of a maintenance event in accordance with clause 5 of this SLA.

3.1 If ScreenCloud does not meet the Service Availability target, ScreenCloud shall provide You with, as the sole and exclusive remedy, a Service Credit based on the monthly Subscription Fees. Service Credit will not entitle You to a refund and in no event shall any Service Credit exceed the Subscription Fees paid by You in respect of the Subscription Term to which the Service Credit relates. You shall not be entitled to receive any Service Credits if Your account is past due or otherwise in default.

<table>
<tr>
<th>
<b>Monthly Uptime Percentage</b>
</th>
<th>
<b>Service Credit Percentage</b>
</th>
</tr>
<tr>
<th>Less than 99.99% but equal to or greater than 99.0%</th>
<th>10%</th>
</tr>
<tr>
<th>Less than 99.0% but equal to or greater than 95.0%</th>
<th>30%</th>
</tr>
<th>Less than 95.0%</th>
<th>100%</th>
</tr>
</table>

4.1 In order to receive a Service Credit, You must request a Service Credit within thirty (30) calendar days of the period in which the Service Availability was not met. Claims should be submitted to support@screencloud.com and You must provide details of the time and date of when the Service Availability was not met and any additional information as reasonably requested by ScreenCloud.

5.1 ScreenCloud will provide notice as required under clause 2 by (a) email to the registered email address of an administrator account and/or (b) notice placed on an administrator account immediately after logging into the Platform.

These Terms of Service apply to new Order Forms (or renewals of existing Order Forms) effective on or after 1 December 2023. If you are an existing Customer and agreed to the previous ScreenCloud Terms and Conditions before 1 December 2023, these Terms of Service will go into effect on the renewal date of your next Order Form. The prior Terms and Conditions can be found here. If you have a separate written agreement with ScreenCloud, these online Terms of Service will not apply to you. 

These Terms of Service ("Terms") govern Your use of Screencloud’s products and/or services. By purchasing the Services, You warrant that You understand and accept these Terms. If You are accepting these Terms on behalf of a company or other legal entity, You warrant that You are authorised to enter into legally binding contracts on behalf of said entity. If You do not have such authority, or do not agree with these Terms, please cease use of the Service immediately. You are advised to print and retain a copy of these Terms for Your future reference.


These Terms incorporate the Service Level Agreement (SLA), Data Processing Addendum (DPA), Code of Conduct and any Order Forms (collectively, “the Agreement”)

This Agreement is effective on either (1) the earlier of the date of Your online acceptance of the Terms and the date You first use or access the Services, or (2) date of last signature, where there is a written Agreement.

“Additional Services” means those additional professional services as provided by ScreenCloud, set out in any Order Form;

“Additional Services Fees” refers to the Fees for the Additional Services set out in any Order Form;

“Business Day” means any day which is not a Saturday, Sunday or public holiday in the UK or the US, depending on ScreenCloud entity contracted with, as set out in clause 1.1;

“Claim(s)” mean all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all losses including any other expenses of any nature whatsoever;

“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11;

“Content” any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) submitted by You to the Platform;

“Controller” has the meaning set out in the Data Protection Laws;

“Customer Account” means the account by which You access the Platform;

“Customer Data” means all the data, works and materials uploaded to or stored on the Platform by You or generated by the Platform as a result of the use of the Services by You (which may or may not constitute Personal Data);

“Customer Intellectual Property” means Your trademarks, business names and branding and all other Intellectual Property Rights owned by or licensed to You;

“Customisation” means a modification or adaptation of the Services, whether made through the development, configuration or integration of software, or otherwise;

“Data” refers to both the Customer Data and Personal Data;

“Data Protection Laws” means as applicable and binding on either party or the Services: (a) the Data Protection Act 2018 (DPA 2018), (b) any laws which implement or supplement any such laws, and, (c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

“Data Subject” has the meaning set out in the Data Protection Laws;

“Documentation” means the policies, procedures, manuals, product literature and or written instructions, prepared or published by ScreenCloud that describe or relate to the Services and the use, operation, features, functionality and capabilities of the Services;

“Fees” includes all monies payable to ScreenCloud, in the form set out in clause 7 and in any Order Form;

“Force Majeure Event” means any happening or event beyond the reasonable control of the party concerned, which results in a failure or delay in the performance of that party’s obligations under this Agreement;

“Initial Subscription Term” has the meaning given to it in clause 3;

“Intellectual Property Rights” means patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Login Details” means the credentials used by You to access the Platform, whether comprising a username and password combination, biometrics or other available access credentials;

“Order Form” means either (a) the invoice email sent by ScreenCloud to You on purchase of the Services through the Platform, or (b) any ordering document, including a Statement of Work, specifying the Services to be provided under this Agreement and entered into between ScreenCloud and You.

“Pair” or “Paired” means the registration of a Screen to the Services by You;

“Paired Screen” means a Screen that has been Paired;

“Personal Data” shall have the meaning set out in Data Protection Laws;

“Platform” refers to the platform managed by ScreenCloud and used by You to Pair Screens and manage Your Content;

“Processor” has the meaning set out in the Data Protection Laws;

“Renewal Subscription Term” has the meaning given to it in clause 3;

“Screen” means any television, monitor or other device supported by the Services;

“ScreenCloud Intellectual Property” refers to all Intellectual Property Rights present on or in the Software (including source code), media, other materials and other content within the same, but excluding Your Intellectual Property;

“Services” means the subscription based, hosted Software-as-a-service provided by ScreenCloud to You via the Platform as summarised in the Order Form;

“Software” refers to all human readable, machine operable and all other forms of the proprietary software provided to You by ScreenCloud as software as a service as part of the Services (incorporating all forms of any modifications made to it by ScreenCloud from time to time);

“Subscription Fees” means the Fees payable by You to ScreenCloud for use of the Services during the Subscription Term;

“Subscription Term” refers to the Initial Subscription Term together with any subsequent Renewal Subscription Terms;

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Services, but shall not include the provision of Additional Services;

“Virus” means anything or device (including any software, code, file or programme), which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

“VAT” means value added tax chargeable under applicable law of any other tax of a similar nature;

“You”, “Your” or “Customer” means the company or other legal entity on whose behalf You are accepting this Agreement

1.1 Depending on Your location, the ScreenCloud entity You will be contracting with will be as follows:

 <ol class="alphaRomanNestedList">
      <li>If You are based in North or South America, your agreement is with ScreenCloud Inc, a Delaware Company, with the company registration number 582021 and having its registered address at 500 Westover Dr, #31657, Sanford, NC 27330, United States of America; or</li>
      <li> If You are based outside of North or South America, your agreement is with ScreenCloud Limited, a company registered in England and Wales with the company registration number 09535144 and having its registered address at International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG.</li>
 </ol>

(referred to interchangeably as “ScreenCloud”)

2.1 In order to use the Service, You shall either (a) register for a Customer Account using the ScreenCloud online registration form (ScreenCloud may use the information provided to conduct verification and security procedures) or (b) register each of Your users using Single Sign On (“SSO”) integration and identify and authenticate each of Your users prior to gaining access to the Services using industry standard SSO protocol

2.2 You warrant that the information you provide when creating the Customer Account will be true, accurate and complete as far as You can reasonably be aware. You further warrant that You shall promptly notify ScreenCloud in the event of any changes to the information You have provided to ScreenCloud for this purpose.

2.3 Upon successful verification, a Customer Account will be activated and Login Details will be issued, which You may change.

3.1 This Agreement commences on the Effective Date and continues until all Order Forms hereunder have expired or been terminated in accordance with clause 12. 

3.2 The term of each Service subscription shall be as specified in the applicable Order Form and shall commence on the date specified on the Order Form, and if no date is specified, shall commence on the Effective Date ("Initial Subscription Term”). Each Order Form shall automatically renew at the end of the Initial Subscription Term for a further equivalent duration (each a “Renewal Subscription Term”) unless terminated in accordance with clause 12.

4.1 Upon being registered by ScreenCloud, ScreenCloud grants You a non-exclusive, non-transferable (without a right to sub-licence) licence to use the Services during the Subscription Term solely for the purpose of displaying Content on Paired Screens. 

4.2 You may submit a request for Support Services by providing a clear and accurate description of any fault in the Services requiring support, including the circumstances in which it arose, the area of the Services to which the fault relates and any other information reasonably required by ScreenCloud to remedy the fault, via the ticketing system made available by ScreenCloud.

4.3 You may Pair additional Screen(s) part way through a Subscription Term via the Platform, for which Additional Fees will be charged in respect of such Screen(s), calculated on a pro-rata basis of the Fee for a Screen during the current Subscription Term. 

4.4 ScreenCloud reserves the right to impose restrictions where You use the Services inappropriately or abnormally. ScreenCloud will notify You and request adjustments to usage patterns prior to any such restrictions being introduced.

4.5 ScreenCloud is entitled to make any changes to the specification, functionality and features of the Services that it desires at its sole discretion but shall provide notice of the same to You where necessary.  ScreenCloud may amend or update the Services from time to time, but such amendments or updates will not materially reduce functionality, performance, or security of the Services.

4.6 Subject to Your prior written approval, ScreenCloud may refer to You as a Customer in our marketing materials. In addition, following written approval, ScreenCloud may publish and circulate a case study describing the Services provided to you for use as a marketing tool.

4.7 You shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between You and ScreenCloud, and except to the extent expressly permitted under this Agreement: 

<ol class="alphaRomanNestedList">
      <li>attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; </li>
      <li>attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;</li>
<li>access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; </li>
      <li>use the Services and/or Documentation to provide services to third parties unless otherwise agreed in writing;</li>
<li>license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party; and</li>
      <li>attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4.</li>
 </ol>

5.1 You shall be responsible for all activities that are carried out in connection with the Customer Account. ScreenCloud will not be liable where Customer Login Details are unlawfully used by another, save for a breach or negligence by ScreenCloud or its representatives. You agree to notify ScreenCloud immediately by emailing support@screencloud.com of any such unauthorised use.

5.2 You shall not introduce Viruses or access, store, distribute or transmit any other material during the course of Your use of the Services that, in ScreenCloud’s sole discretion, acting reasonably, is illegal or grossly unacceptable, and ScreenCloud reserves the right, without liability or prejudice to its other rights, to disable Your access to any material that breaches the provisions of this clause.

5.3 You warrant that all users of the Customer Account are at least 18 years old;

5.4 You shall provide ScreenCloud with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by ScreenCloud in order to provide the Services, including but not limited to Data, security access information and configuration services, as applicable;

5.5 You shall use the Services and the Documentation in accordance with this Agreement and shall be responsible for any breach of this Agreement by any of Your employees, agents and subcontractors;

5.6 You shall obtain and maintain all necessary licences, consents, and permissions necessary for ScreenCloud, its contractors, agents, partners to perform their obligations under this Agreement, including without limitation the Services; and

5.7 You shall be solely responsible for procuring and maintaining Your network connections, internet connections and telecommunications.

5.8 You agree to comply with the obligations set out in the DPA.

6.1 ScreenCloud undertakes that the Services, Support Services and any Additional Services will be performed with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Documentation.  If the Services do not conform with such undertaking, ScreenCloud will make reasonable commercial efforts, at its expense, to correct any such non-conformance and will make reasonable commercial endeavours to provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

6.3 ScreenCloud will make the Support Services available to You in accordance with the SLA. 

6.4 ScreenCloud may suspend the provision of the Support Services if any amount due to be paid by You under this Agreement is overdue and ScreenCloud has given You notice of non-payment.

6.5 ScreenCloud agrees to comply with the obligations set out in the DPA and the commitments laid out in our Code of Conduct.

6.6 You acknowledge that the Services are designed to be compatible only with that software, hardware and those systems specified as compatible by ScreenCloud; and ScreenCloud does not warrant or represent that the Services will be compatible with any other software, hardware or systems.

7.1 You will pay the Fees set out in the Order Form in accordance with this clause 7. 

7.2 ScreenCloud will (a) if paying by credit or debit card, charge the card on your Account at the start of the Subscription Term; or (b) invoice you in advance for the applicable Subscription Fees during the Subscription Term, with payment to be received thirty (30) days from date of invoice. 

7.3 You will pay the Fees for any additional Screen(s) added by You via the Platform and any Additional Services Fees, where Additional Services have been agreed between the Parties. 

7.4 All sums payable under this Agreement are exclusive of VAT or other applicable sales tax, which will be added to those amounts and payable by You to ScreenCloud. 

7.5 ScreenCloud reserves the right to increase Fees at any time upon written notice to You, which shall take effect from the start of the next Subscription Term following which ScreenCloud gave notice to you. 

7.6 If ScreenCloud does not receive payment in accordance with this Agreement, without prejudice to any other rights and remedies, ScreenCloud may:

<ol class="alphaRomanNestedList">
      <li>without liability to You, disable Your Login Details and access to all or part of the Services. ScreenCloud shall be under no obligation to provide any or all of the Services while the Fee remains unpaid, subject to: (a) if You pay by debit or credit card, ScreenCloud having provided you with email notification of non-payment and at least twenty (20) days have passed since payment failed, or (b) if You pay by invoice, ScreenCloud having provided you with two written notifications of non-payment and at least thirty (30) days having passed since the first notice; and</li>
      <li>charge You interest on the overdue amount at the rate of 4% per annum above (a) the Federal Reserve base rate if you are contracting with ScreenCloud Inc per 1.1(a), or (b) the Bank of England base rate if you are contracting with Screencloud Ltd per 1.1(b). Interest will accrue daily until the date of actual payment and be compounded at the end of each Month.</li>
 </ol>

7.7 All Fees payable under this Agreement shall be payable in:

<ol class="alphaRomanNestedList">
      <li>the currency selected by You in the Customer Account; or</li>
      <li>the currency specified in the Order Form; or </li>
<li>where not specified, in USD if contracting with ScreenCloud Inc per clause 1.1(a), or GBP if contracting with ScreenCloud Ltd per clause 1.1(b).</li>
 </ol>

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